Shadowmere
by Cobra of England
Summary: Running from his past while ignoring his future, Shadowmere arrives in Equestria through a strange portal. How will the last of the Dark Brotherhood forget the ghosts of his past while trying to live in a world where his services are no longer required?
1. History

A/N- This idea hit me while playing Skyrim and this chapter is being typed at around midnight but I had to write it so it may be lacking.

* * *

Shadomere stared at the door. The door was shut and would remain shut until the Dark Brotherhood was reborn. But that was not to be.

Events had after the Oblivion Crisis overtaken Sithis's faithful and one by one their hidden sanctuaries had fallen. Internal strife had weakened the Brotherhood after the Crisis and their demise was quickened after the death of the Listener in the Cheydenhal sanctuary.

Others fell one by one to the Thalmor or were abandoned. Even the Shadowscales of Black Marsh, formerly government-licensed assassins were re-branded as somthing to be that Dragonborn's ruthless betrayal of Astrid and the systematic extermination of the Dark Brotherhood was somthing Shadowmere could not leave unpunished.

Not even Cicero had escaped, he had been cut down by the Thalmor while they burned the body of the Night Mother.

And one by one they had fallen. Commander Maro had been first, lured into a Stormcloak ambush.

The Emperor was next, pulverised into oblivion by Shadowmere's hooves.

And one by one those responsible for the death of Shadowmere's family perished. Not even the legendary Dragonborn could do much against a immortal horse.

The legend of the black horse circulated throughout Skyrim and soon enough the rest of Tamirel. Some went after it, either eager to harness it's power for themselves like the Volkhiar or to defeat a great foe like the Dawnguard.

None of the expeditions came back.

Shadowmere was a loose cannon, massacring the Thalmor one moment before turning on anyone nearby.

Yet once his revenge and vengeance for his family was complete and he had brutally massacred his way halfway through the Illiac Bay and back to quench his thirst for blood, he only had the memories. Lucien Lachance, the first to show him proper respect. The Hero of Kvatch, famous for ending the Oblivion Crisis yet infamous and less well known for the 'Amputation of the Hand' and the murders he had commited in Sithis's name.

Those were the only two people he could truly say he respected and they respected him. Both were long dead.

* * *

So Shadowmere layed in the forests of Falkreath, the shadows of his past looming large over his mind as he stared into the Shadow Pool. Not even killing could stir him any more. He was a blank, emotionless, wreck of a once-proud entity. Sometimes he wondered if they were his memories or someone else's.

Yet he felt a tingle in the back of his scarred mind. He was as intelligent as any Man or Mer, so he knew what it ment. Either somthing big or magically potent was coming towards him, or the Eye of Magnus had decided it was a good idea to rip a tear in the fabric of reality again. The last time that had happened, giant scorpions had wrecked havoc in Morthal.

As his keen sense of hearing couldn't hear anything and his innate ability to sense living and undead creatures wasn't showing anything, he presumed it to be the latter. Or someone worthy of being his rider had been born. But although that had happened many times, they either died stupidly or did somthing worthless to him, like farming.

He sighed and rose to his hooves, eager for somthing to do other than reminisce on what he had lost.

* * *

This portal had to be the strangest thing he had ever seen since... He couldn't think of anywhere to compare it to.

It had none of the grim sense of foreboding a portal to a Daedric plane usually produced and rather than one dominating colour, it alternated between a sun-lit gold and the dark blue/inky-black of the night sky.

Nothing had come out of it yet, or at least Shadowmere hoped.

The portal gave no clues to what was waiting on the other side.

With the prospect of a chance to begin again and forget his past, Shadowmere stepped into the portal.

* * *

At the other end of the portal...

Twilight stared at the portal in her basement. According to the spell, which she had found after days of painstaking research from multiple sources from across Equestria, it should have been coloured gold and black rather than this pile of colours which made her eyes water.

It was constantly switching between green, red, black, blue and all the shades in between.

Yet the fact it was there proved the spell worked... Or at least she hoped it would.

* * *

The other end of the portal was not what Shadowmere had expected. Rather than a grand summoning circle or a plane of oblivion, he found himself in a rather small basement staring at a small purple unicorn who appeared to be backing towards the door, away from him.

The basement was crowded with strange-looking machines, harnessing various types of magicka and unknown energies. He had no idea of their purpose.

But magical machines of unknown purpose either did two things- kill their creator or someone nearby after a tiny thing goes wrong.

And as he was the only one nearby, he swiftly set about destroying everything he didn't like the look of in terms of purpose or energy harnessed.

* * *

Twilight bucked the door shut before sliding the bolts she had installed as a precaution just in case things just like this happened. She panted for a few seconds before her mind started to work again. Who was that massive pony? Why did he walk out of the portal? One thing was for certain though: she wouldn't be able to deal with this one on her own. She would need help.

* * *

Shadowmere slid the bolts into place on his side of the door. Two could play that game, he mused in his strangely coherent thoughts.

He started looking through the collection of magically powered machinery and what he would destroy. Shock rod? No way. He wasn't going to be electrocuted again. Wierd fiery sphere thing? Why not? Shadomere backwards kicked it over plunging the room into darkness and burning his hooves.

After several minutes of fumbling around in the dark, burning, freezing and electrocuting himself on various bits of machinery and nearly impaling himself on the shock rod, he heard the sound of the bolt being slid back before a voice said

"Looks like he shut it from the other side. AJ, buck it down, will you?"

"Y'sure about this Twi? Ah mean, if there is a stallion th' size of Big Mac, what ah we goin to do 'bout it?"

"Just buck it down."

There was a loud crash as the bolt broke and the door swung open, letting light into the darkened room and revealing the carnage that the massive black stallion had obviously caused.

The machines that Twilight had made to test various magical theories lied scattered and broken all over the floor with the occasional lightning spark passing between parts.

In the back of the room, leaning against the wall, was the collosal black stallion.

"By Sithis, you are small."

"No, you're just massive."

"Applejack! I apologise for my friends uncouth talk." A white unicorn with some gems on her flank said.

"Apology accepted. Anyway, do any of you mind telling me which plane of Oblivion this is, and are there any dragons or giant scorpions around here?"

A cyan... Was that a pegasus? stepped forwards. This world really liked throwing supposedly extinct species at him. She (Or Shadowmere thought it was a she) said "This is Ponyville in Equestria, not some fancy 'plane of Oblivion', whatever that is. You got any idea what he's talking about, Twilight?"

Twilight, who turned out to be the one he had scared earlier schrtched her snout with her hoof before saying "Nope. Mind if I see your Cutie Mark?"

Cutie Mark? Did no one have any concept of proper, non-childish names around here? At least he was his normal, black-haired self rather than some garish shade of bright green.

"No sign of any. Or at least in the same place as yours is."

Twilight tilted her head. "Then where is yours if its not on your flank?"

"Look on my back and look closely."

The collection of ponies stared intently at his back except for a bright pink one that suddenly realised somthing and ran up the stairs. The others didn't seem that bothered by this so he let it slide.

Twilight noticed the faint red marks first. They appeared to form a line running across the center of his back.

They looked like... Hands?

"Why do you have a line of red hands for your Cutie Mark?"

"They are the symbol of my family. The only thing I have left of them."

"What's your name and who were your family?" Twilight continued with pressing questions at Shadowmere.

"My name is Shadowmere and my family no longer matters to anyone or anypony. I am the last."

"That's a strange name pardner."

"No stranger than yours were to me."

A yellow pegasus that had been hiding at the back of the group spoke up.

"Wha... What happened to your family?"

Shadowmere sighed. He knew he would have to tell the story at some point but he doubted these little ponies were ready for the amount of blood, death and betrayal that had occoured over his 400 year life. He knew he wasn't. So he would give them the simple version.

"My family's rise and fall is long and full of blood. The simple version is after the death of the Emperor and all his heirs, a major war wracked our land. During this war, a large amount of my family were killed by a certain person called Argus Goldscale. He, and his master, Lucien Lachance, were the only two of my riders I have ever respected. Argus had been tricked into murdering them by Mattheu Bellamont, one of our families leaders. Later, Lucien was killed as the others thought he had ordered Argus to kill the other ruling members. Mattheu later killed three of the remaining 4 leaders and attempted to kill the Night Mother, our leader. Argus stopped him and went on to become the Night Mother's second, the Listener."

Twilight motioned for him to continue.

"After the war's end, unrest spread throughout the Empire. Gangs fought for control of Bravil and several of my family died trying to defend the Night Mother." Shadowmere ommited the part about the Night Mother being dead. Thay wouldn't take that well.

"The Listener after Argus died during the defence. Several of our other holdings were abandoned and the Shadowscales were all but wiped out. A vicious power struggle between rivals killed off all in the Cheydenhal Sanctuary while pirates and the Thalmor destroyed the Wayrest sanctuary. Soon only our stronghold in Falkreath remained. That was destroyed last year and the Night Mother was burned alive as punishment by the Thalmor. I was the only survivor."

The yellow one began to cry while the cyan one asked "What did you do after that?"

"I tracked down everyone of those merciless bastards and killed them. In the most slow and painful ways possible. And before I killed them, I killed those closest to them. I burned down their houses, destroyed their buisnesses. Ruined their lives. Now I have nothing except my memories and the ghosts of my past."


	2. Thoughts

The group of ponies gave Shadowmere a withering stare except the yellow one who was sobbing silently in a corner.

"So you've ... You've killed other ponies?" The cyan one asked.

"Not ponies, but I've killed things. Most of the time they deserve it."

"How can anypony or anything deserve being killed?"

"Go ask Grelod, the sadistic orphanage owner. One of her charges, Aventus Attreno, was so unhappy he paid for my family to end her after he escaped. Or Valen Dreth, who was sentenced to life imprisonment because he had connections so the authorities couldn't execute him. Or Shaleez the psychotic killer. Or any of our marks. They must have upset someone for them to be arranged to be killed. After all, what is the difference between life imprisonment with no chance of release and death? All of us in the Family have had our fair share of moral crises."

"So you kill for _money?_" Twilight asked, stumped as to why somepony would kill for bits.

"No, I kill because it is what I do. And because Sithis commands it."

"Are you another religious crazy pony?"

"Crazy? I think not. Religious? Well when you've seen Sithis's power for yourself, you'll believe me."

"Fine." The rainbow cyan one stepped forwards. "Beat me in a race, and maybe you aren't crazy."

"Not that sort of power. More... Invincibility and immortality. My curse and blessing."

"How is immortality a curse?" the white unicorn asked. "I could design for eternity and be princess of fashion!"

"When all you hold dear wither and die while you stand eternal. When you want to just end it but you can't."

"What do you mean by ending it?"

"Suicide."

"You tried to kill yourself?"

"And I succeeded."

Twilight spluttered. "Then how come you are sitting there alive, unless you're some kind of zompony?"

"I wake up ten days or so after I die, perfectly fine but with the knowledge that I should have died. And the memory of the pain. It_ hurts. _So much. And I just gave up. I have nothing left to live but life. And what about giant scorpions and/or dragons?"

"There's Spike upstairs" The white one pointed to the door with its hoof. "but he's harmless. As for giant scorpions, there aren't any around that I know of."

Shadowmere sighed with relief. "Well I no longer have to be hunted by those damn dragons every time I try to sleep. And the giant scorpions is a long story. What about giant spiders? Bears? Wolves? Triffids?"

The yellow Pegasus stopped crying and spoke in squeaked quietly "There... There are Ursas and Timber Wolves in the Everfree but we have no...none of those other animals."

"Finally, somewhere where I don't have to watch the trees for spiders. They would give anypony nightmares." Shadowmere was getting used to replacing one with pony in words but it still felt strange talking.

Twilight laughed nervously. "I guess your world has a animal problem?"

"More like a plague. Half of the animals view you as food while the others are terrified of everything that is near them. And don't get me started on the dragons. Any time you pass anywhere near a settlement, dragons try to kill you. At least most of the time the Dragonborn shows up in that settlement and kills the dragon rather than the guards shooting it down with arrows."

"Your world is attacked by dragons constantly?"

"It used to be but the dragons are slowly being killed off now as Alduin, their leader, is dead. And 200 years earlier, we were invaded from Oblivion. I'm not even going to try to explain Oblivion but many cities across the Empire were destroyed, even more died trying to stop the invasion and the after-effects killed thousands more. We're still feeling the effects 200 years later."

"Are you hungry?"

The simplicity of the question caught Shadowmere off guard.

"No, not really. I doubt you have meat or fish available."

"You..." Twilight gagged. "Eat meat?"

"I gather meat is not usually eaten around here."

"Why could you possibily want to eat other creatures? That's just revolting!" The white unicorn asked while staring at him.

"Most of the time they try to eat me and I hate to waste food."

"Have you ever eaten another pony?"

Shadowmere recoiled at the thought of consuming one of his own or a similar race. "That's too close to cannibalism for my liking. Besides, I knew others who did. None remained sane for very long. Anyway, do you mind telling me who you are and can I get out of this basement?"

"Oh! Sorry I forgot to tell you who we all are. I'm Twilight Sparkle, the orange pony over there is Applejack or AJ." Applejack nodded her strange hat. "The other unicorn is Rarity, Ponyville's resident fashionista and probabaly the best designer in Equestria." Rarity blushed at the complement. "The pink pony who ran off earlier is Pinkie Pie, our resident party planner. Knowing her, she's already planning one for you."

Shadowmere laughed while the other ponies looked on confused. "Me and parties, well, they tend not to mix."

Twilight continued. "The cyan Pegasus is Rainbow Dash, one of the fastest fliers in Equestria."

"Flying? Hmph. Speed is about raw power and how you use it, not just skill."

Rainbow Dash bumped her hooves together. "You want a race? You're on."

"And finally we have Fluttershy, who is... Well..very shy and our resident animal carer. Do you have any place to stay?"

Shadowmere shook his head. "I'll probabaly borrow your basement. I only sleep comfortably outside or underground but I should be moving out in a few days so I shouldn't be much of a bother."

"You're leaving?"

"I wander by nature. It takes either somepony I respect or my intrest to keep me to stay. Besides, with that thing" Shadowmere motioned to the eye-watering portal "You need somepony who knows what may come through."

Shadowmere noticed the look in Twilight's eyes. "And while I'm here, yes, I will answer any of your questions. Now can you leave while I... Set up a few pre-cautions?"

"Come on, let's give im some privacy."

The group of mares turned and walked out of the basement.

* * *

"So gals, wha do y'all think of 'im?"

"He's... Intresting, to say the least. I wonder what fashion is like where he comes from?"

"Why are you letting him stay in your basement Twi? He's a confessed serial killer!" Rainbow Dash practically shouted at Twilight.

"Because he seems to regret his actions. And he _is _the only pony who knows how to deal with whatever... things that come through the portal."

"Good point." Rainbow Dash shrugged.

"I'll tell the Princess of him anyway, and the portal as well as seeing what else he can tell us of his home."


	3. A Traveller

The next day...

"So you wish to know of Tamriel?" Shadowmere was leaning against a wall in Twilight's libary while Twilight sat down at a desk, a book about portals and their uses open.

Twilight nodded vigorously.

"What can I say... My land is full of death, betrayal and blood. Now and throughout history. I already explained the history of my family, the Dark Brotherhood and the events of their demise. But I did not explain Oblivion, so I will do that here. Oblivion," Shadowmere began to walk around the room. "Is a number of different realms ruled by beings known as the Daedric Princes. Each Daedric Prince has control over a set of emotions- their sphere and are divided into the bad who control natural disasters and ambition like Mehrunes Dagon and the good like Azura, princess of Dusk and Dawn."

"Princess of Dusk and Dawn?" Twilight questioned.

"A title, nothing more. The good Daedra are not good as such, but give more consideration to their mortal servants. Mages can summon Daedra to serve them in battle and many make bargains with the Daedric Princes in exchange for rare magical artefacts that the Daedric lord own. The Daedric princes have rivalries and alliances between themselves and are constantly battling for power. "

Shadowmere stared as Twilight began taking notes. "This is worse than the College..." He shook his head.

"What about magic?" Twilight asked a question Shadowmere knew was coming.

"Magic can be used by anyone, unlike here, as long as they are trained to. Some races are better at different types of magic than others so Altmer are better magi in general, Bretons are better healers and conjorers, Dunmer are better war magi while Orcs and Redguards rarely have magic."

"And what are you?"

"I am a horse. Like a pony but bigger, as you have noticed. There were unicorn and pegasi variants of my species but they... died out. The vast majority of horses act as transport for the other races and all can only speak with Wood Elves or others of their kind."

"So you let other ponies ride you?"

"They are not _ponies _but are instead called _people. _You might meet one if they find the portal as they are naturally inquisitive. Try not to offend them and let me do the talking. Although I might... Have to resort to extreme measures depending on who or what comes through. In the meantime, can I get back to my... Precautions?"

"Sure, just let me ask you more tomorrow?" Twilight looked at him with pleading eyes.

"Fine..."

Shadowmere stalked back to the basement and began looking through the collection of magical devices. "Firelight? No... Metal bar? Yes... Wierd container with green stuff in? No. Ah ha! There's the shock rod!" Shadowmere picked up the deactivated and unpowered shock rod in his mouth and moved it to one corner of the area that the portal was in.

"Now for the other corners..."

He looked around the basement and swiftly found the other parts for his shock grid.

"Twilight!" Shadowmere shouted to the open basement door.

"What?" Twilight appeared in the open doorway.

"Do you have a hammer and nails?"

"Yeah, I used them to build all those devices you _wrecked. _What do you need them for, anyway?"

"The precautions!"

"Ary you ever going to tell me what the precautions are?"

"Nope." Shadowmere grinned. "But everypony should be amazed."

"Fine. Let me go fetch them."

The sound of Twilight's hooves echoed into the basement.

A short while later, Twilight tossed the hammer and nails into the basement.

Shadowmere picked them up between his hooves and set to work assembling the shock grid.

A few hours and a aching jaw later, the shock grid was finally finished. "At least the Dwemer actually left us a few useful things like these rather than just those damn automations. Now to engage the power..." Shadowmere walked over to the main shock rod and activated the power from the heating orb burning the wierd green stuff which seemed to constantly be renewing.

He turned back to the four poles encircling the portal. Soon enough, the faintest blue sparks began to show on the poles, beginning to leap between them. One leaped onto him and he yelped in suprise as the spark electrocuted him.

Soon enough, the sparks began to jump more frequently, eventually coalescing into streams of lightning between the bars. He clapped his hooves together. "Good old Dwemer engineering mixed with improvisation. Can't do better!" He laughed.

The portal began to shift weirdly. "What have we here?" Shadowmere stared at the portal as it began to warp into seemingly impossible shapes. "Twilight! Somthing's happening with the portal!"

Twilight darted into the basement from her (not very) important studies to and stared at the portal and the shock grid in bewilderment.

"You came through from the other side, any idea what's happening?"

Shadowmere shook his head. "Nope. Unless..."

Twilight grasped the idea quickly. "Some ponys coming through? And what's with the lightning fence? "

"The lightning fence is the precaution, it should knock out anything that touches it."

Twilight stared at him, slightly awed that a non-unicorn could construct and power such a device.

"How did you... " Twilight was interrupted when the portal spat out a strange ape like creature covered in metal, straight into the lightning fence. It screamed as it his the fence before falling prone.

"Let me look at him, you never know what weapons he might be hiding."

Shadowmere reached over to the control/generator rod and switched the fence off.

Shadowmere quickly looked over the body, pulling out a long metal sword, a dagger and a strange gold and black dagger. "Hello old friend..." He whispered quietly as he pulled the dagger and sheath off the person and onto himself. "Take him to the healer, if you have one."

He placed the weapons on the floor, inside the fence.

"I can't carry somthing that large!" Twilight

"Fine." Shadowmere hoisted the knocked-out human onto his back. "Lead the way."

* * *

The massive black stallion caught the eyes of every pony that saw him and mutterings could be heard in the crowd that was slowly building up behind him.

"What's he carrying? It's hideous-"

"How'd he get here? I've never seen him before?"

"Where's his Cutie Mark?"

"Why is he so big?"

Shadowmere ignored the mutterings and continued pressing towards the clinic, following Twilight. "Why'd-" He panted under the weight. "I get stuck with a Nord in full plate armour?" He groaned.

They walked into the clinic, finding Nurse Redheart waiting. "What's the problem Twilight?"

"That." Twilight pointed to the Nord on Shadowmere's back. "He's got minor burns and a serious concussion."

"And possibily broken bones." Shadowmere added.

"I'll see him to a bed right away. You," She pointed to Shadowmere. "follow me. Do you know what he is?"

"Yes. And you'll need me to provide descriptions of his anatomy and the like. Trust me."

"Follow me." Redheart led Shadowmere through the corridors to a room containing a bed which Redheart gently rolled the Nord onto.

"He should be awake in a few hours." Redheart informed him.

"I'll stay here, you don't know how he will react."

Nurse Redheart nodded and ducked out the room.

"Were you following me, Nord? Looking for my bounty? Well, too bad for you."

Shadowmere stared into the Nord's glazed eyes. "I have the only way home."

* * *

Connor woke in a strangely clean bed, in a white room. It reminded him of the Thalmor torture chambers.

"Divines." He groaned and sat up. "What happened?" He looked around for his gear and noticed he still had his armour on, but none of his weapons, not even the invisible 'Lucky Knife', as he called it.

"You're awake. Good. You'll need a clear head for what I'm about to propose."

He spotted the red-eyed black horse that could only be Shadowmere leaning against a wall.

"You can talk?" Connor sounded suprised.

"When you've been around for more than 200 years, you pick up the language. The others don't understand Tamrelic Common but speak Horse."

"Horse? You've got to be kidding me." Connor laughed weakly while Shadowmere stared him down.

"I rarely joke...?"

"Connor of Anvil, former baker and pirate turned bounty hunter."

"Connor. This... World, is full of ponies. And Pegasi and Unicorns."

"You're serious, aren't you?"

"Yes."

"I thought they were extinct!"

Shadowmere laughed, a low, hollow sound. "I should know, me and Argus killed the last Unicorn. As for Pegasi, I thought the Akaviri stole all of them. This worlds full of 'em. What's my bounty up to now?"

Connor laughed. "It's the largest on record. 2 million dragons, the title of Count of Cheydenhal and Duke of the East to be passed to you and your children, the staff of Chaos, a set of Imperial Dragon Armour and a seat on the Elder Council. And immunity from the Thalmor."

"The Thalmor are after me as well?"

"Yep. Anyway, where's my gear?"

"Your weapons are at my place but I took your Ebony Blade. It is mine, after all."

"Fine by me. Are you sure I'm not drunk and that they're ponies?"

"Yes on both."

"Not the damn ponies... It was bad enough with the rain of flaming dogs but the ponies were just maddening..." Connor muttered to himself.

"Anyway, just remain calm while the healers check on you and I'll take you back to mine where I can introduce you to what amounts to the towns main group of ponies."


	4. Moving

"There's good news and bad news. Which would you like first?"

"Bad!" Pinkie yelped excitedly. "That way, we end with good! And you still need a welcome party!"

Shadowmere laughed. "I don't mix with parties well. Anyway, Connor seems to be a perfectly reasonable guy but just don't be suprised if he mentions anything like beer, sanity, drunkenness or if he seems shy. It's a result of a... Friend of mine having a bit of fun."

"How can fun be damaging?" Pinkie blurted out.

"You don't want to know. But trust me."

"SPIKE!" Twilight suddenly shouted down the stairs. The purple dragon had been terrified of Shadowmere due to his massive size but had gotten used to having the dark horse around.

Spike's purple head poked up from the stairs. "Yes Twi?"

"I almost forgot. Can you send this to the princess?" Twilight levitated a letter from her desk to Spike.

"Sure." Spike took the letter and after a few burps the letter was incinerated in his green breath.

Shadowmere stared, wondering why the fire was green rather than red. He put it down to different digestive systems.

He didn't notice Pinkie leaving.

* * *

The letter appeared on Celestia's desk as she had finally completed the raising of the sun.

She stared in puzzlement at why it was here so early but moved it towards her. It read:

_Dear Princess Celestia_

_The portal spell I located in the Canterlot Archives has succeeded beyond all my wildest expectations._

Celestia smiled as she recalled Twilight's giddy face after she found one of Starswirl's greatest lost works and of the implications it could have for ponies everywhere.

_However, a slight miscalculation on the positioning of the portal has caused some circumstances that I can't believe even after I have seen them._

Celestia's smile flattened as she wondered what problems may have occurred. It was a old spell after all, and combined with Ponyville's luck to attract the strangest ponies... Who could know what the results were?

The letter continued.

_Firstly, a large (not large, more gigantic) black stallion called Shadowmere appeared out of the portal and after a brief exchange between me and my friends we agreed to talk to him._

_Some highly disturbing facts came out-_

_1. He eats **meat.**_

_2. He has confessed to killing several ponies (he called them people) but claims they either wronged somepony enough to want them dead or him or his 'family' who are a group of such killers._

_3. He has a capability to create fences out of lightning._

Celestia stared at the letter. Only Pegasi could control the weather and they hadn't even worked out how lightning properly worked, let alone make stuff out of it.

_4. He also claims to be 'invincible'. I highly doubt this claim as the only two immortal ponies are, of course, yourself and your sister Princess Luna. He also claims he cannot be killed. This is obviously false as, as much as it disgusts me to write it, anypony can be killed._

_He seems like a very lonely pony and has stated he has only respected two people in his life, which he claims to be 400 years long._

_The second thing is a large ape-like thing which Shadowmere called a 'man' or more specifically a 'Redguard'. The Redguard is currently in hospital undergoing treatment for minor burns caused by the 'shock fence' built by Shadowmere around the portal. As of yet, I have been unable to close the portal. According to Shadowmere, he may react oddly to our world._

_I recommend you visit Ponyville as soon as possible._

_Your faithful student,_

_Twilight Sparkle._

Even for Ponyville, this was a strange course of events. A meat-eating, killing, massive and supposedly immortal black stallion. A 'Redguard' that may react oddly to Equestria. Celestia didn't like the sound of that.

She strode out of the room, informing her guards that she had urgent private business in Ponyville with Luna.

Luna was still sleeping when Celestia walked in.

Celestia tapped her on the shoulder firmly. "Not now Tia, a few more minutes..." Luna said sleeply. A gold glow surrounded the blankets as Celestia levitated them off of Luna's bed.

"Come on Lulu, there's a problem in Ponyville."

Luna reached for the blankets, eyes still closed.

"And I stole your blankets."

Luna shot out of bed and swiftly retrieved her blankets.

"What..." Luna yawned. "What kind of problem?"

"The usual. A strange pony and Twilight's spells backfiring."

"Can't you deal with it?" The two sisters walked out of Luna's room heading towards their shared study.

"This time the two are linked."

A white flash enveloped the two sisters as Celestia teleported them to Ponyville.

* * *

"So you invited royalty. Here. To me. Even though I warned you that royalty and me mix like fire and a field of dry grass."

"They rule Equestria, it's their responsibility to know about anything strange."

The two of them were waiting with all of Twilight's friends except Pinkie who apparently had to help out in Sugarcube Corner. Shadowmere had laughed at the name, calling it "wierd but appropriate."

"The only times I have met or gone near royalty, they either die or end up martyring themselves. I am warning you-"

A white flash blinded Shadowmere as two alicorns appeared in the room.

By Sithis... He thought. Alicorns were even rarer than Pegasi and supposedly had acted as spies for the Aedra among mortals. Shadowmere had known of their existence and they had been made extinct about the same time as the Dwemer.

Celestia stared at the black one that could only be Shadowmere. She could sense the massive loss this pony had suffered, the hatred, the desire for revenge. But she could also sense a resignment to whatever his fate may be and a spark of hope. He knew this was his second chance. She knew he wouldn't waste it.

Luna was slightly shocked by Shadowmere's sheer size. She knew he would be big, but he was almost as tall as Celestia, if not taller. His frame was sparse but what was on there was all muscle. Many of the Royal Guard would be jealous of his size and the ease which he carried himself.

"-royalty and I do not mix. Be ready for anything from a invasion by giant Dwemer spiders to a explosion of cheese."

Celestia smiled. "Have you had a run-in with Discord, by any chance?"

"Celestia, I presume? No, it was old Sheo deciding that King Umbaccano of the Thalmor needed a bit of humour after I was captured my him. I love that old guy." Shadowmere smiled at the fond memory.

"Anyway..." Shadowmere leaned against a bookcase, almost knocking it over. "If you're here for me, ask away. The barrier's working fully so I've got nothing better to do."

Celestia was pleasantly suprised by Shadowmere's lack of formality. Either he didn't care or he didn't know about the etiquette involved when dealing with royalty. Half the nobles in Canterlot would have a fit if they heard him talking like this.

"Where do you come from?" Celestia cautiously asked.

Shadowmere thought a bit before answering "Fort Farragut, east of Cheydenhal. Not that means anything to you."

Celestia had never heard of either place, but she persevered. "And what do you do?"

Shadowmere smiled. "Various things. I used to be a assassin but after the Dark Brotherhood's demise, I simply killed for vengeance."

"And after that?" Luna questioned further.

"I... I became a wreck. I may have avenged my family, but did it bring them back? No. I was hunted for the price on my head, constantly running between safe places. Monsters attacked me, hunters tried to capture me and give me in for my bounty. The Daedra made me offers, but I declined.

Eventually I jumped off a cliff. I had been alone for so long. I survived. I offered myself as a sacrifice to Meridia, hoping she had the power to stop my curse. I survived once more. I have seen those I respected killed by their own family. I saw this portal as a second chance, a way to begin again. I took it. Connor followed me through."

The two sisters stared at him with sorrow evident in their eyes.

"And the Redguard?"

"He's called Connor and he's taking my place as Portal Watcher after he's up. He's a fairly nice guy, even if he was going to kill me for the price on my head. I'm quite proud of my price, actually. Anyway, after Connor's back up, I plan to begin wandering again. See everything I can. Wait, scratch that. Nothing bad's happened yet, therefore somthing will happen soon and as per usual, only I'll be able to fix it."

"You could come to Canterlot with us?" Celestia offered.

"Why not?" Shadowmere shrugged. "What's the worst thing I could do, upset a bunch of over-pompous nobles? Besides, I know statecraft but I've never had the chance to put it into action. I needed somthing to do. Or I could provide lightning fences but bigger..."

"Would thee mind showing me the lightning fence?" Luna asked while Celestia cringed as Luna lapsed into the older form of Equestrian.

"No, of course not. Just don't touch it."

Luna nodded and Shadowmere led her into the basement.

* * *

"How did you make it?" Luna asked as she circled the lightning fence.

"I electrocuted myself on one of Twilight's many projects down here as I prefer not of have magical devices humming around me when they could be doing anything. After that, I remembered a mage called Agamnor who demonstrated how shock magic- basically controlling lightning- works. So I just got four other bars, put anything that could carry lightning out the way and anything that goes near enough gets burned and knocked out."

Luna nodded at the explanation. "Could you make them bigger?"

"With enough metal and some more of the wierd green stuff, yes. Why do you ask?"

"My sister and I believe Canterlot is under the threat of a attack."

"And you want be to augment the defences?" Shadowmere guessed.

"Correct."

"I'll see what I can do."


	5. Canterlot

A/N: I've moved this over to FimFiction as well as updating it here under the same story and author name.

* * *

Shadowmere was only mildly impressed by Canterlot. Sure the city's white marble walls and gold rooftops were impressive, but some cities concealed their dark side behind a beautiful façade. Canterlot, he was relieved to discover, was not such a place.

There were no obvious signs of poverty in the city, unless they were well concealed and there was very little, if any, crime. If the Divines could see Equestria, they would have died envying it as it was everything they aspired for Nirn to be.

The trio of Shadowmere, Luna and Celestia had teleported in just in front of the main gate and Shadowmere was, as usual, attracting attention. Some wondered who he was while others queried his massive size. Yet more wondered what he was doing with their much-loved princesses.

He snorted upon seeing the unicorn guards. These weren't proper warriors, merely stallions in too-clean armour standing too straight with weapons in immaculate condition. He dreaded to think what would happen if the city was threatened by anything other than a light breeze.

Celestia pointed out her Academy for Gifted Unicorns (Shadowmere pegged it as the College of this world and resolutely decided to stay the hell away from it.), a racetrack (Shadowmere recalled the snail racing by the held by bored guardsmen outside cities) and an art gallery. He despised art.

And, as he had guessed, the city was full of nobles in various states of either making money, fawning over the princesses or trying to prove themselves to be be better than the others.

Shadowmere had two uses for nobles: targets or contract givers. Many times in the Brotherhood's long history there had been wars between noble families, mostly around the Illiac Bay, fought through hiring the Dark Brotherhood. Shadowmere doubted it would be like the Illiac Bay.

"So what do I introduce you to the court as? Shadowmere?" Celestia waved a hoof in front of his face, bringing him out of his reverie. "Are you listening to me?"

"What? Oh sorry princess... Just remembering my views on nobles."

"I guess you don't like them?" Luna piped in.

"_Hatred _more properly describes it. They argue about who's best, who's done what and try to evade taxes and they think themselves so much better than every...pony else. Nothing useful ever came out came from a noble's mouth."

Celestia laughed. "The nobles here aren't so different. Except they keep trying to convince me to lower the tax laws." She made a face. "They persist despite the hundreds of times I told them no. I still need to know what to introduce you as, however."

Shadowmere thought for a while. "Hmmm... Half the titles I hold are either meaningless or you wouldn't understand. Do you have dukes here?"

Celestia turned to Luna as they crossed the drawbridge into the castle. "Do we have dukes? you're more knowledgeable about law and titles than I ever have been."

Luna blushed slightly at the compliment. "It was a title of nobility during my time but I think the title fell into disuse during... my banishment." Her face hung in shame as she remembered what she had done.

"Then you may formally introduce me as Duke Shadowmere of Mania in the Shivering Isles, Silencer, and Equestria's new spymaster and chief of experimental magical mechanisms and machinery." Shadowmere decided to leave out that he wasn't actually the Duke of Mania but more like a candidate as Sheogorath hadn't granted the position yet.

Celestia winced at the long list of titles. "The first two are your own titles and mark you as nobility of some far-off place , but are you asking for titles from me? I thought you hated nobility."

"I need an excuse to remain at your court, and as I am going to be setting up my shock fences, I thought I needed a position that would enable me to do that. As for Spymaster, well somepony needs to investigate what the threat is and who better than me, the only horse assassain and spy in Equestria?"

Celestia nodded grudgingly as they continued into the castle. "That reminds me, we need to have a long talk about your... History. But that is a matter for another day. Sister, would you please show Shadowmere to the guest chambers while I begin court and feel free to catch up on your sleep. Court today isn't as important as you getting proper rest." And with that Celestia walked towards the throne room, leaving Shadowmere and Luna alone in the hall.

"Follow me." Luna headed off down a side corridor with Shadowmere close behind. "I guess you and I will be working together, then."

"What?" Shadowmere asked in confusion to the slightly smaller alicorn.

"You're Equestria's new Spymaster, which means you'll be part of my Night Court."

"Night Court?"

"Celestia's Day Court handles any domestic and civil matters while my Night Court handles... More sensitive matters."

Shadowmere smiled. "So it isn't all bright in Equestria after all... Who else is in the Night Court?"

Luna's face went bleak. "My Court isn't as full as Celestia's, but I like it that way. It means we get more done. It has me, you, Black Cloak who is the Captain of my Night Guard and occasionally Celestia if she turns up. Sometimes it does get lonely though. Your rooms are down there, third door on the right." Luna motioned with her head. "The Court begins at midnight. Don't be late."

* * *

It was Connor's second day in Equestria, and Shadowmere had already abandoned him to face the horrors of a Pinkie Pie party alone. At least watching the portal gave him somthing other to do than wait for the party when it hit. He had already recieved a warning from Twilight about Pinkie and he was not in the mood for talking to over-exciteable pink ponies.

Sure the shock fence was cool and it had even enchanted his greatsword after he stuck it in, but after a while it got boring and so he settled down to The Art of War by a Akaviri named Uzt Nus.

Twilight poked her head through the door and smiled. "I never thought you were the reading type."

Connor smiled. "Nothing else to do when you're hunkered down on a mountain road, waiting for a Imperial patrol to ambush.

"Who are these 'Imperials' anyway? Shadowmere mentioned he killed their Emperor but not much else..."

"The Imperials used to rule a Empire that spanned the continent. 200 years ago, the last Emperor died heirless and various factions appeared, vying for either independence like the An-Xileel or those racist bastards called the Thalmor or trying to take control of the Empire. The Thalmor invaded Hammerfell, my homeland, and after years of fighting, we forced them out. Ulfric Stormcloak rebelled in Skyrim and lost. Elsweyr allied with the Thalmor. Morrowind is under the control of the An-Xileel of Black Marsh, who are fighting the Empire. Nothing's been heard out of High Rock for ages."

"Your world sounds like a terrible place to live."

Connor laughed. "I suppose it is Twilight, but the beer and mead make up for it."

"Beer and mead?"

Connor cringed. Did this mean these ponies hadn't discovered the wonder that is alcohol? "Don't you have alcohol?"

"There is some wine, but it is really expensive to buy in Equestria. Punch is alcohol, but not very strong."

"Looks like I'll have to go back and pick up a wagonload." Connor stared at the portal. Is that big enough for a wagon, he mused silently.


	6. Invasion

The Night Court had been uneventful. Mostly it had been Luna briefing him on what he had to do as Spymaster of Equestria, which turned out to be very little.  
The Night Court had finished quickly, for which Shadowmere was both grateful and irritated. It gave him time to rest, which he was in desperate need of after the shock fence kept him awake in Twilight's basement.

Yet it also provided him with the time to think. What had made him so open with these ponies? Was this place, with all the kindness, rubbing off on him? Was he going soft? His thoughts rebounded through his mind, unable to draw a conclusion that he was happy with.

He was the Listener's herald after all, not some breeding stallion owned by the Black-Briars. He would not let himself go _soft_. Especially not now.

With that thought, he reached out to the Blade of Woe that was resting in its scabbard on the table. It felt...Unusual to hold anything in his hooves rather than his mouth. It also felt better in his left hoof rather than his right, but it was a off-hand (or hoof) weapon, so that was to be expected.

Fortunately the handle was long enough to be held properly by a hoof. He laid down on the bed and held the blade before himself while he stared into its razor-sharp edge, looking for something, anything that could help him with the battle raging within.

All he found were a lonely pair of glowing red eyes.

He rolled over, placed the dagger back in it's sheath and tossed the covers onto a chair. The room was too warm for his liking, so he opened the windows and let the night's cool air flow into the room.

He had never liked warmth, it reminded him too much of the living and the comfort that led to the unwillingness to do what must be done. The cold and the night suited his nature much better.

He fell asleep, staring out into the night. If he had known what was coming, he would never have woken up.

The sky was red. Normally this wouldn't have worried Shadowmere: after all, he was no stranger to a red dawn. That was when he noticed the black streaks and the unmistakable sound of thunder.

He groaned. Was this how he was greeted whenever something good happened to him? A demonic invasion?

How did Dagon get here anyway? Wait... The portal! It must have acted like a beacon for Dagon, drawing him... Yet once he was locked on, how to get him off? Simply removing the beacon wouldn't work. They'd need something to act as a barrier...

He somehow they had anypony with Aedric or Daedric blood in them. The streets, he noticed, were fortunately empty, possibily due to the guard patrols.

That reminded him- How were the Princesses reacting? Probabaly looking in that stupid library of theirs for some explanation. That wouldn't help.

Somepony knocked on the door.

He lept to his hooves, walked over to the door, revealing a guard standing there. "The Princesses want you-"

"Shut up telling me what they want, and do it!"

The guard appeared slightly shocked at Shadowmere's outburst but nodded and motioned for him to follow.

When Shadowmere arrived at the throne room, the so-called 'Council of War' was already in progress.

"NOW, EVERYPONY IN THIS ROOM, CALM DOWN AND LET THY RULER TALK!" Luna shouted in her Royal Canterlot voice.

Shadowmere smiled as he pushed open the door and walked in.

"Now, as I was saying- ah, Shadowmere, take a seat, will you? Perhaps you could tell us what the hay happened to the sky." Celestia pointed his late arrival out as Shadowmere took a seat opposite the Princess of the Day. Other than himself, Celestia and Luna, Shining Armour and a bright pink alicorn that Shadowmere presumed to be Princess Cadence were also present along with a white and blonde unicorn that stubbornly refused to even look at him. That particular unicorn could only be Prince Blueblood, the snootiest of nobles, according to rumour. It would be a hard-fought contest between him and Sir Lazare Milvan.

"Actually, Princess, I can. Unfortunately, you can't do anything about it unless you can summon a rather large statue of a dragon."

"And what is causing the mess in the sky, Spymaster?"

"A certain Mehrunes Dagon has decided to invade Equestria. And, you can't do anything about it except try to minimise the casualties."

"And you know this how, plebian?" Prince Blueblood asked, sticking his snout in the air.

"You remind me of a fellow I once knew called Sir Lazare Milvan. He lived in times similar to the ones that are approaching. Like you, he refused to hear the warning and surrounded himself with guards. When the Daedra came for Skingrad, he died like any other. The Daedra will show no mercy, no quarter. They pay no respect to station, and take no prisoners."

Prince Blueblood appeared slightly shocked at why a mere peasant would speak to him like that.

"What you must understand, Princesses, is that the only way you will survive this war is through sacrifice."

"Captain, how many stallions are currently in the Royal Guard?" Celestia asked.

"Around 600, with a extra 200 in the Night and Day guards."

"How quickly can you evacuate the city?"

"In about a hour."

"Begin the evacuation. I will remain behind to hold the city with my Day Guard."

"I can't let you do that, Princess." Shining Armour stood. "Your ponies need you too much, they look up to you. I will hold the city with 100 from each guard."

Cadence gave Shining a worried look. "Although you do need somepony to lead the Royal Guard and my wife is concerned about my wellbeing..." Shining Armour sat back down.

"Do I have to do this again? I will lead the defence of the city with 300 guards. No pegasi, you'll need them later. I hate to say it, but I am the only one here that has no major responsibilities. Just retreat to Ponyville with any magical artefacts you have. I and any guards who remain behind, will buy you time to evacuate. Hold for 10 days at Ponyville, by then either reinforcements will have arrived or, if not, retreat through the portal. Tell Connor 'Silence is the music of life'. He knows what it means."


	7. And So It Begins

"Why are you sacrificing yourself for us?" Celestia stared across the table at Shadowmere.

"Call it nostalgia. I've done this before, at least twice. Just make sure nopony remains in the city, and that all the guards who volunteer are aware this is practically a suicide mission. Get everypony well away from here, they won't want to see what happens to this city. Too many have died from my actions. I think its time I cleared my conscience once and for all. Go inform your subjects... I'll be overseeing the guards preparations. And no matter what you hear from any of your guards, I will get out of this mess alive and intact. Captain, I'll need you to ask your guards if any pony wishes to volunteer. As for the rest of you..." Shadowmere cast his red-eyed gaze across the table. "Prepare to evacuate." And with that Shadowmere and Shining Armour made their way out of the room.

"So you want me to lend you 300 of my Royal Guard, for a _suicide mission?"_

"Yes." Shadowmere and Shining Armour began to walk through the corridors of Canterlot Castle towards the guard barracks.

"So you want Equestria's main army to lose half its strength and expect me and the Princess to defend the whole of Equestria not only from this invasion, but also the other kingdoms? They have been looking to take chunks of Equestria soil away from us ever since the Changling Crisis and our army's weakness was shown."

"Calm down Captain, the vast majority of your guard will make it out alive."

"I know a Commander shouldn't get so attached to his troops, but when you knew most of them as you've risen through the ranks..."

"A Commander who has the love and adoration of his troops is a worthy Commander. Just don't get distracted by each loss. You're not fighting to avenge the dead... Well actually you could look at it that way if you wished... You're fighting to keep the ponies that are alive, _alive." _

Shadowmere began to turn town a side passage. "Just give the orders Captain. The stage is set, the actors are assembled. The first act is about to begin. And I'm the leading actor." Leaving the Captain with those words in his head, Shadowmere began to walk back to his rooms to retrieve the Ebony Blade and the Blade of Woe.

Walking back through the palace took slightly longer than he expected due to the sheer chaos the evacuation was causing throughout the Castle and Canterlot itself. After narrowly avoiding a column of galloping Day Guard, Shadowmere eventually made it to the solitude of his rooms. Picking up the Blade of Woe in his left hoof and the Ebony Blade in his right, Shadowmere began to reflect on how _right _the two weapons felt together. It was almost like they'd been created as a set, and then separated. And now they were back together, who knows what carnage they could create?

He walked over to his rooms small balcony and looked out onto Canterlot's marble and gold buildings. He stared for a while the lengthy escorted columns of ponies that were steadily leaving the city for places like Fillydelphia and Manehatten, before he looked up at the lava-like sky. "Why did you give us warning, Dagon? Has your small red brain turned to mush? You provided minutes of warning in Tamriel, yet hours here... What are you up to, you sack of Daedra flesh?"

Shadowmere sighed as he watched the Princess's column prepared to leave. For some reason, they seemed to have a blue jewel-encrusted box with them. He concluded it must be some royal regalia or some other trapping of power. He turned as he heard the door open and saw a black bat-winged pony step into the room.

"Spymaster, the guards are ready."

"Thank you, Captain Nighthawk. Are you staying?"

The black Pegasus grinned. "Of course. Ever since we missed out on the Changeling Crisis, me and my stallions have been looking to get in on the action."

Shadowmere smiled at the eagerness of the somewhat green recruit. Or green relative to him, at least.

"Our extraction route is secure?"

"Yes. The last civilians will leave within a quarter of an hour. Are you sure your orders are to kill rather than merely knock out or force the enemy to retreat?"

"Captain, this is not a war that can be won through trickery or diplomacy. This is total war. No mercy, no retreat, no surrender. You cannot negotiate with beasts, and that is what we are going up against. Order the guards to their positions. We must make use of what little time we have left."

The Night Guard captain saluted before trotting out of the room.

"I just hope that fancy armour of theirs actually offers them a measure of protection from Daedra claws..."

Shadowmere walked out of the room and through the now deserted corridors of Canterlot Castle. He eventually arrived at the Astronomy Tower, hastily modified into a command centre for the rearguard. Nightwing was standing by Luna's telescope, using it to keep a eye on the guards around the city as well as the city edges.

Shadowmere walked up and stood next to the captain. The Night Guardsman swung the telescope northwards, obviously having spotted something.

"Spymaster, would you mind taking a look at this?" Nightwing moved his head back from the telescope as Shadowmere pressed his eye to the lens, magnifying the distinctive red and yellow portal that was a Oblivion Gate. He could already see the highly distinctive red and black armour of Dremora and the humanoid shapes of Scamps beginning to walk through the portal, accompanied by the occasional Daedroth.

"And so it begins..." Shadowmere softly whispered. "Captain, divert the reserve column to the gates. Are the civilians clear?"

"Yes, the civilians are clear, Shadowmere. Enemies?"

"On the northern plains and beginning their advance. All ponies, to your positions!"


	8. Evacuation

"Connor, what's happened to the sky?"

Connor groaned from the bed upon hearing Twilight's voice. "Is it red with black streaks, by any chance?" he shouted back from under the warm covers. He liked sleeping, and he liked to have a lie-in even more.

"Actually..." Connor heard the sound of a door opening. "It is."

Connor leaped out of his bed. Something like this always happened when he was around. "Why is it always me who has these problems?" he moaned to himself as he sprinted up the stairs. "Shitshitshitshitshitshitshit shit!" He yelled as he ran across the library, vaulted over Twilight as she was standing in the doorway and stared up at the sky. "By Talos, don't be happening... By Talos..." Connor continued to mutter while staring at the sky, a look of abject horror on his face.

Twilight walked up to him. "What's wrong, Connor? You look like the whole of Tartarus might be about to escape." She joked.

Connor continued to stare, unbelieving, at the sky. "Do you happen to be on good relations with a Daedric Prince, God, Dwemer craftsman or Death right now, Twilight Sparkle?" Connor asked he emotionlessly.

Twilight paused for a few seconds before she answered "No...?"

Connor turned to face the small unicorn. "I'm screwed. You're screwed. Everypony's screwed. This world's screwed. And Nirn is most definitely screwed. We're all going to die in some horrificlly and needlessly painful way, and we don't have a immortal-dragon-god-thing to save us this time around. Are there any prisons or ex-prisoners nearby?"

That had to be on the top five things Twilight had ever heard. Even by Pinkie's standards, asking whether there was a prison or prisoners nearby after muttering about the end of the world was random.

"Why?"

"It's sort of a running joke where I come from, every time the land is threatened by something evil, a nameless prisoner comes out of nowhere, saves it amd occasionally ends up becoming the living incarnation of a prophecy. That logic doesn't apply here, it seems."

"That's not logic, just foalishness. SPIKE! I need you to send a message!"

"Don't bother, Shadowmere will tell them. And do something stupidly heroic, like holding the city with 300 guards."

Twilight cocked her head. "Another of your lands strange traditions?"

"Yes. With a thousand men the imperials couldn't hold Gideon, yet three hundred Argonians could. It's one of the Akaviri rules of war- leave three hundred soldiers in a rearguard. It's small enough not to affect the army, but large enough to hold the enemy up when they're in a defensive position. They've also probabaly evacuated the city... What was it called...?"

"Canterlot?" Twilight supplied.

"Yes, that. You're like the Princesses student or something similar so I'd prepare for her imminent arrival with a small column of evacuees. I wonder how Shadowmere is getting on..." He let the thought trail off.

* * *

"Daedroth!"

Shadowmere ducked as the giant humanoid lizard spat a fireball at him. Nightwing glided down from a building opposite him and threw a spear at the beast, nailing it straight through the chest.

"29!" Nightwing yelled as he flew off looking for more Daedra to kill.

A lone Dremora charged round the corner, attempting a decapitating strike on Shadowmere but the black stallion had years to refine his reflexes and kicked the Dremoras legs out, toppling him to the ground before he ran him through with the Ebony Blade.

A Clanfear leaped from a rooftop, attempting to land on his back, but Shadowmere side-stepped, letting the beast splatter on the pavement.

He galloped back down the street towards the train station. A Xivali tried to jump him on the way but he doged and slammed the Blade of Woe into the blue giants eye. The Xivali screamed and ran back down the alleyway where it came from.

He sprinted through the small perimeter of guards around the station, fully aware that the casulties would have been high. At least that Sithis-damned Siege Crawler hadn't shown.

He wiped the blood off the blade with his leg before he once again began trotting towards the train station that had become their command centre since the Daedra overran Canterlot Castle.

He limped into the building, finding Nightwing waiting for him.

"Kill count?"

"32."

"Damn it!" Nightwing stomped. It had become a unofficial contest between all of the guards who had stayed to see who could amass the largest kill count and remain alive at the end.

"Casulties?"

"We're down to twenty-five Night Guards from fifty, one hundred Royal Guard from two hundred and just five Day guard from the fifty we started with. We need to pull out now, 'Mere, if we want to have enough soldiers to survive the post-invasion diplomatic crises."

"Sound the withdrawal."

A waiting Day Guard picked up a bugle from a table and flew out of the station. The bugle notes that were the call for a retreat soon sounded throughout the city as the buglers of other units took up the cry.

Soon enough, battered and brused, the survivors began to arrive at the station in twos and threes, all galloping towards the train and their only escape route as the gates were deep inside Daedra-held terrortry.

Two Day Guard backed into the building, barely fending off the lone Daedroth. One yelled "Go! We'll cover your retreat!"

Nightwing motioned for the driver to begin moving as he flew onto the train.

Shadowmere began to charge across the platform towards the open door.

The Daedroth soon smashed the two Day guard aside with it's massive claws before it hit Shadowmere in the flank with a fire bolt. Shadowmere stumbled and fell as the Daedroth pounced and began tearing at Shadowmere's limp form.

Shadowmere rolled through the Daedroth's legs, avoiding it's claws before he leaped to his hooves and ran the Daedroth through with the Ebony Blade. A scamp charged through the doorway but was dispatched with a buck to the face. The last Nightwing saw of Shadowmere was as he turned towards the doorway, ready to face the oncoming Daedric hordes.

* * *

The column of Canterlot ponies walked into Ponyville like they had just been out for a short walk rather than having just fled the Apocalapse.

The two Princesses found themselves in Twilight's library, briefing the Mane Six on what had happened in Canterlot.

"So this Mehrunes Dagon is invading Equestria for no reason?"

"Yes, Applejack."

"I wouldn't call it reasonless." Connor walked out of the basement, a bottle of Nordic Ale in one hand with his sword half out of its scabbard in the other.

"You must be Connor. Perhaps thee can shed some light on the situation?" Luna spoke for the first time since they had entered the building.

"If you tell me where Shadowmere is, then I might be able to."

Celestia turned to Connor. "Shadowmere is defending Canterlot with elements of the Royal Guard that remained to cover the evacuation."

Connor muttered under his breath "You idiot Shadowmere. Why'd you have to do something heroic like that when it's just foolishness?"

"Anyway, as for why Dagon is invading, he's trying to bypass the magical barriers between Tamriel and the Deadlands by going through Equestria via the portal. Or that's my two Septims on the matter. He's been trying for several thousand years and has failed every time."

Rainbow Dash stretched her wings while leaning against a bookcase. "Why don't we close the portal?"

"It's not that simple, RD." Twilight stepped out in front of the crowd of assembled ponies and Connor. "A portal has a focus, which directs where it goes and how stable it is. Or that's what Starswirl says on the matter. As Shadowmere destroyed my original focus, there must be another focus somewhere. Only problem is..."

"We have no idea where it is." Celestia finished.

* * *

Being dead was not one of Shadowmere's favourite things. It was like when you woke up and everything was fine, and then you remembered you had something very important to do like _living. _And you forgot to do it. Still, being dead was better than being tortured. Or captured by Dremora. Some of them had... Strange tastes for meat. Like eyeballs.

He dry retched on thinking about Dremora Eyeball Soup. That stuff was simply vile. He now had more important problems. Like finding Sithis and convincing him to let him go back. If this was any other time, he would have let Equestria die. Yet he had found a nation, a flag he could follow and believe in. Something he could hang onto. Something he could care for.

Something he could respect.


	9. The Void

Shadowmere continued to walk across the inky black sludge that made up one of the few material parts of the void. As usual, the Void was empty. But it was not the usual sense of emptiness that pervades the Void. Rather than a simple absence of everything except the sludge, it felt like something had stood here. He looked at the horizon, if you can truly call the point where the sludge meets the night sky a horizon.

It felt like he had been walking for days, yet any amount of time in the material world could have passed. The Void was Sithis's plane, and he could manipulate it at will. Even the sense of time.

It was also really boring to look at and you could never tell if you were going in circles. Many who had wished to visit Sithis had been lost to the Void.

He spotted a small pinprick of light. That was unusual. Sithis despised light, and none was allowed in his realm, except for powerful visitors or those who had won Sithis's favour.

None had won Sithis's favor for over two hundred years.

Shadowmere concluded it must be a visitor. But who could it be?

As he neared, he began to make out details. His night vision obliterated the colours a little but Shadowmere would recognise that old man anywhere.

Sitting beneath a half-gold, half-black gazebo on a stone throne, was Sheogorath, formerly Argus, once Shadowmere's rider and currently his friend.

As Shadowmere began to approach the gazebo, Sheogorath called out "Ah, Shadowmere. Take a seat. Or stand. Or levitate, if you want. Whatever you feel like doing."

"Why are you here, Argus? Sithis doesn't just let Daedra walk in to meet old friends. So what's your motive?"

"You wound me, old friend. This time, I just want to help a old friend for saving me from that damned Great Gate when it nearly sliced me in half! I really could do with a Siege Crawler right now..."

"Help." Shadowmere said, his tone flat. "You want to help me. Why couldn't you have given me warning? Or intervened? Many good... Ponies died because of your failure to help earlier."

"You're in Equestria, aren't you? I have to say, Dagon is awfully lucky."

"How could you tell where I came from?"

"There is only one world in the cosmos inhabited by intelligent ponies. I have to say, it's a nice place. If you don't mind law, order, peace and all the other boring crap that goes on there. Otherwise, it's quite possibily the most boring place I've ever seen. And will you take my offer of help or not? I haven't got all day. Or maybe I have. Haskill would know."

"What's the offer?"

"I can't send much- Dagon has taken the Fringe, and it's taking all I've got to hurl him back. Oblivion is at war with itself. Me, Molag Bal, Hircine and Nocturnal are fighting a losing battle against Dagon, Boethiah, Clavicus Vile and Peyrite. We've tried getting the others to intervene but... Mora has internal problems, everyone hates Namira, Meridia sodded off to who-knows-where with Mephala, Malacath is off being a idiot, Sanguine has been having drinking contests non-stop for 69 years and Vaermina has been using something called 'Amnesia' on her latest champion."

"And Azura?" Shadowmere prodded.

"Oh, she's off purifying that stupid Star of hers. Nowhere near as good as my Wabbajack! Or my new, improved version 2.0 of the Wabbajack, the Wabbaspear!"

"The what?"

"The Wabbaspear!" Sheogorath announced proudly as the Wabbajack materalized in his hand, the only difference being a unicorn horn mounted on the end. "It's like the Wabbajack, only it acts as a spear as well! It also lets you cast magic without magicka! It's almost as good as cheese!"

"_What about the help?"_

"I can't give you any. Simples. Unless you want the Wabbaspear?"

"I'll take your damn Wabbaspear then. And do you mind giving me the Duchy of Mania? I could do with a title where I currently am."

"Why not? Have it. Actually, have them both. I have too much stuff anyway."

A small golden band appeared and clamped itself around Shadowmere's leg while Sheogorath tossed the Wabbaspear at Shadowmere.

Shadowmere caught it deftly with his right hoof before he noticed the Ebony Blade was now in Sheogorath's hands. "Mephala wants it back." He explained.

"As for the help, I'm lying. A few of my old friends still want revenge on Dagon two hundred years after they died. They're fully aware of Equestria's nature and didn't even flinch when I told them they'd have to become ponies. And if you're really lucky, Jyggalag might visit to give you a helping hand. Or hoof. I'm not really sure what to use."

Shadowmere thanked Sheogorath before he added something. "One slight warning- I'm not that accurate at hurling objects like spirits at planets halfway across the void in Mundus . They could end up anywhere from a bottomless pit to Celestia's throne room. Although I will be watching, and generally providing cheese to everypony down there. Say hi to Discord for me, will you?"

"Er... Sure?"

"This may hurt. A lot. Or a little. I don't actually know! But who cares, time for you to be cosmically slingshot back to your little land of ponies. Or whatever in Lorkan's name they are called. Ta!"

Shadowmere began to see red specks floating in front of his eyes as his mind began to shut down. He eventually toppled over, head hitting the Void's floor as his body and soul began to move back towards Equestria. He just hoped everypony was still alive and mentally and physically intact. And that Nightwing had got out of the city alive.


	10. Nightwing

The train continued to rumble along the tracks, plowing through any Daedra foolish enough to stand in its way.

The survivors of the Battle of Canterlot were in various states of disarray throughout the train, some passed out on the floor from wounds or battle fatigue while the few unicorn medics that had survived raced up and down the train, desperately trying to keep as many of the wounded alive as possible.

Others lounged around in the carriages, playing blackjack or poker while they bandaged their wounds. More leaned against walls, swapping stories of the battle or mourning for lost comrades in arms.

Some rubbed wounds with hastily made bandages to clean them. A few who had survived relatively intact watched the countryside from the windows of the carridges, alert for any signs of Daedra.

Nightwing, captain of the Night Guard, was lying on a padded bench, silently sobbing.

"I didn't expect war to be like this. The Day Guard said it was just knocking your foe out, giving them a bloody hoof. Not actually killing ponies for proper." He hung his head to his hooves as he recalled all the good stallions he had lost today.

He wasn't to know that this was the first time Equestria had been subject to total war, with no quarter given by either side.

He heard the sound of the door opening and looked up to find Katana, the highest ranking survivor of the Day Guard and a veteran of many battles, walking in and coughing.

"First battle, Commander?" Katana asked.

Nightwing nodded.

"Mourning for all your lost comrades? For Canterlot?"

Nightwing nodded again.

"It happens to the best soldiers. The first time they see battle, some snap and run. Others remain and do their duty. It shows you what you're made of. And not to snap in that battle... Congratulations to you, Commander." Katana coughed again, more violently this time.

"For what, Katana?" Nightwing said quietly as he looked at the white pegasus, some parts of his gleaming white coat still stained with Daedric blood and his armour thoroughly ruined. "For not breaking? Or for killing hundreds of ponies that could have survived if I didn't try to be a hero by holding the city?"

"For not snapping. That had to be one of the most brutal battles in Equestrian history, if not the most brutal. You kept your cool Commander, and without us staying behind, the evacuee columns would have been overrun."

Nightwing let a hint of a smile touch his now scarred face after a bad fight against a Spider Daedra. "You're not the one that's going to have to tell the Princess her Spymaster's dead. Are you alright?"

"Shadowmere'll be back. And I'm fine."

"You didn't see him get swarmed by all those Daedra. Nopony could survive that."

"He'll be back. Trust me. Unless you see somepony actually go down properly, they are M.I.A, not K.I.A."

"Besides," Katana shrugged his armour off, letting it clatter to the ground before he sat down beside Nightwing, still coughing. Nightwing could have sworn he saw a few specks of blood in it. "He struck me as the type of pony to simply shrug off something like that. You need to be strong for your troops, Nightwing. Something tells me that this won't be the last we see of those Daedra."

"You're right." Nightwing got to his hooves. "If I'm not strong, who will be?" Nightwing walked out of the carriage, leaving Katana to his own devices.

The battered white Pegasus smiled to himself. "We could do with more ponies like him." He began to violently cough up blood, the spasms causing a old, unhealed wound his side to break open once more. As his life left him, Katana smiled. "I had a good flight in life. Now it's time for some well earned R&R."

Nightwing walked towards the front of the train, contemplating what he would tell the Princesses about Shadowmere. Nightwing had counted him as a friend and comrade for the short time he had known him. He was also quite possibly the only source of knowledge that Equestria had on the Daedra.

As he walked down through the carriages, he received nods from his stallions, some in acknowledgement, others in respect for the Commander that had led them alive out of the bloodiest and most brutal battle in Equestrian history.

Nightwing nodded back and he eventually found Iron Wheel at the front, driving the train.

"Captain."

"How long until we arrive at Ponyville, Iron Wheel?"

"About five minutes or so. Worried about what you'll tell the Princesses?"

"Yeah." Nightwing admitted.

"Don't worry laddie. There's always worse news to tell them."

"Like what?"

"We could all be dead, for one. And you won the kill count contest."

Nightwing sighed. "No, Shadowmere won. That big black brute of a pony won't go down that easily."

Iron Wheel chuckled. "Somethin tells me that isn't the last we've seen of 'im either."

Nightwing continued to stare ahead into the gloom, trying to put his thoughts straight and hoping Ponyville wasn't already under attack by the Daedra. His stallions could use about two months worth of R&R.

The door to the engine and one of the Night Guard walked out into the drivers compartment.

"Five more stallions have died because of their wounds, including Katana."

"What?" Nightwing turned to the guardspony. "I was talking to him a few minutes ago, and he was fine!"

"The battle reopened a old wound and he bled out before any of our few medics could save him."

The guard turned and wandered back into the carridge, presumably to continue a game of blackjack or poker.

Nightwing rested his head on the rail. "Can anypony die, no matter their rank, age or experience? Does it really matter what we do, if it can all be ended with a simple spear thrust?"

"Calm down laddie. Your life will always mean somethin to somepony somewhere. No need to go philosophical and give me old brain a headache."


	11. Return

Discord was laughing. Celestia had forgotten about him during the evacuation, and now Canterlot was his new playground. Even if it was occupied by creatures that kept ruining his fun.

"Have some cheese, damned thing!" he yelled at a scamp as it dove towards him. The scamp soon became a cheese statue. "Ah, much better."

He tore the cheese scamps head off, and tossed it at another scamp, which ate it happily.

Four scamps had started wandering around following him for no apparent reason. They didn't do much, but were rather entertaining to play with, especially after he dumped one about 40 metres above hard cobbles and it had survived the fall.

From that point onwards, he treated them as perfect playthings, they didn't have the same physical or mental fragility the ponies possessed. Or the desire for freedom.

A Clanfear charged out of a alleyway at him, and from nowhere he produced a red bullfighters cape and cleanly spun out of the Clanfears path, shouting "Toro, Toro!"

The Clanfear almost went straight down another alleyway, until Discord turned it sideways, causing it to crash into a wall.

He made the cape vanish and reappear on his antler like a flag before he concluded not enough chaos was being created.

A large amount of mental acrobatics and punching whichever idiotic pony discovered the 'laws of physics' later, Canterlot was throughly improved.

The castle was now floating on its own little island of earth above the mountain and many other buildings were arranged on other bits of floating earth, linked by paths that would randomly change destinations.

Even the city itself was lifted slightly off the mountain.

"Much better. Now," Discord snapped his talons, causing a very tall observation tower made out of chocolate to appear under him and a large box of popcorn to appear in his paw. "And now for tonight's entertainment- ponies vs things from somewhere other than Equestria!"

"Round 1...Fight!"

* * *

Shadowmere woke up, as per usual after he suffered intervention in death from Sithis or a Daedric Prince, normally Mephala, with a splitting headache and a open bottle of skooma in front of him that he would down in order to wake himself up.

He tore the stopper out with his jaw, and downed the bottle in one. The skooma hit him almost instantly. He got to his hooves, stretched a bit before he checked he had everything.

Blade of Woe... Check. Wabbaspear? Check. He had no idea what the Wabbaspear could do, but it could probabaly do everything the Wabbajack did with some extras stuck on.

He looked around, trying to get his bearings. Canterlot was to the east and from the large amount of occasional explosions from the city, somepony was putting up a large amount of resistance.

He drew the Wabbaspear from it's resting place across his back with his left hoof and adopted a stance like he had seen the Argonian soldiers in Morrowind use along with their distinctive black, spiked shields that earned them the nickname Blackshields.

"And now to test out the extras..."

Shadowmere didn't know much about magic, being a horse. What he did know after years of hunting down wizards was that you had to visualise the spell, without any doubt in your mind, and if you had enough of a draw on your bodies magicka or the magicka overlying the world, you would cast the spell.

Staves were easier to use though as you just had to put a small amount of your own magicka into the staff and it would do whatever it did- you just had to point the staff.

Here, the staff did everything for you. Telekenisis, teleportation, conjoiration, the whole lot. Unfortunately, being created by Sheogorath, it had a small fault. Namel, the user would have no idea what spell the staff would cast. The white unicorn horn provided basic spells like telekenisis and other mundane spells but anything resembling complicated magic was completely random at best and exactly what you didn't want at worst.

A few fiery explosions, summoned scamps and turning a wandering pack of weird wooden wolves into sweetrolls later, Shadowmere was confident that he could properly use the Wabbaspear.

And with that, as the heavens began to open, Shadowmere began the long journey south , judging by the fact the sun was beginning to set in the west. He just hoped Connor wasn't a lycanthrope. That would be a prank worthy of Sheogorath when he was in a trolling mood.

* * *

"When do you expect the rearguard to arrive, Captain?"

Celestia asked Shining Armour as she made her way through Ponyville, accompanied by the Element Bearers, Luna, Cadence and a small group of the Day Guard, heading towards the train station.

"I don't know Princess, it depends on things such as how many enemies they were facing, where they came from, how many ponies died.. Were lost in the initial assault of the... What were they called?"

"Daedra?" Twilight supplied helpfully.

"Thanks Twily, the initial attack of these Daedra. We have almost no infomation except what Connor" Shining motioned back towards the library, where Connor was currently passed out for no apparent reason and nopony saw any reason to move or help him, if the large amount of empty bottles around him labeled 'Nordic Ale' were anything to go by. "Has told us and I don't view a drunk mercenary as a reliable source." Shining sighed as they entered the station which was beginning to fill with Guard field medics and doctors from the Canterlot hospital, ready to treat the rearguard when they eventually arrived.

"And how many survivors?" Luna asked the one question everypony had wished to avoid.

"Survivors, Princess? I have no idea. Losses could be anywhere from the rather low level the Guard suffered during the Changeling invasion to complete anhnillation of the rearguard. We'll find out soon enough."

A loud whistle that could only be the train echoed out from the darkness, and soon enough, everypony could see the lights of the train approaching.

The train was not in the best condition- large burn marks were visible in the sides of the carriages and almost all the windows were broken. Iron Wheel, the Trotish driver and ex-guardspony waved a hoof to them as the train came to a slow stop and the rearguard began to limp off the train.

Celestia looked for any of her Day Guard who had survived, but only spotted one who upon walking unsteadily over to the field medics, promptly collapsed onto a stretcher, a large, crudely bandadged claw mark over his Cutie Mark of a spearhead.

Luna looked for any signs of Shadowmere, a massive, black pony shouldn't be that hard to find in a crowd like this, should he? She did spot Captain Nightwing however, who was using his spear as a crutch to avoid walking on a obviously injured leg and motioned for him to come over.

Nightwing, hesitantly began to walk towards Luna through the crowd of ponies. When Nightwing eventually reached the cluster of guardponies surrounding the Princesses, Luna could see a slight look of fear etched on his face.

"Where, Captain, is my Spymaster?"

Nightwing shuffled uneasily.

"I ask again Captain, where is Shadowmere?"


	12. I'm Back

"I walk alone..." Shadowmere finished his song as he continued to trudge down the train tracks from Canterlot to where he hoped Ponyville should be. He couldn't work out why he had started singing, he had a terrible voice, but it kept his mind occupied for the walk. The forests were filled with small creatures similar to the forests of Falkreath and the trees gave a sense of familiarity to the place.

The forest was still too bright for his liking however, even in the twilight that was beginning to settle in over the treetops. _I just hope Daedra don't have Night Eye..._ he thought to himself. The last thing he needed right now was a Dremora warband leaping from the trees onto the tracks as the battle that would ensue would surely damage the rails beyond use and the train was key to the plan he was formulating to retake Canterlot after the portal to Nirn was closed, causing Dagon to close his gates as there would be no reason to continue the campaign against Equestria and he could finally settle down to the peace he had long needed.

No more hunters, worries about whether the cave you were sleeping in was inhabited by Frostbite Spiders (there was nothIng worse that being woken as a massive arachnid spat acid at your face and it had taken years for the nightmares to recede), whether goats were edible or not and he could finally rest his endless quest of increasing the number of bunnies he had slaughtered for no reason other than he could.

He was beginning to understand why the Princesses had teleported directly to Ponyville rather than taking the train or flying. Distances were much larger here than in Skyrim, or indeed all of Nirn excluding the Illiac Bay, which was utterly vast compared to the rest of Tamriel.

_Wait... Teleportation? Could the Wabbaspear teleport him directly to Ponyville like one of the legendary maps of Fast Travel?_

_Well... There was only one way to find out._

Shadowmere imagined himself standing in Twilight's basement, just in front of the reverse-engineered shock fence he created. He felt the magic flow through the staff, everything felt _right_.

Unfortunately, he didn't count on the Wabbaspear's desire to 'help', or, rather, do exactly what you said but misinterpret the directions a little. For the Wabbaspear, this meant moving the release point a few miles up and about 21.1 meters to the left.

* * *

Sheogorath was sunbathing on the moon. After all, there's nothing better to do when you're waiting for all the atmospheric buffering that was blocking his view of the various events on Equestria while Dagon's forces attempted to pound the Isles into small shards of madness. He'd also run out of cheese from his cheese storehouse. He knew which was more important- the lack of cheese he was currently experiencing.

Normally he would have used the Wabbajackspear to create some more, but he'd lent that to Shadowmere for the sole purpose of providing comic relief to the ponies of Equestria when it was least required and therefore most needed. That ment his main tool of cheese making and weapon of mass destruction was out of the picture, so he had to be a bit more _creative._

That ment doing something radical. He stared at the moon he was sunbathing on for a while before a smile lit up his normally crazy but unsmiling face.

This was not a happy smile, it was one of the psycho killer smiles that signalled someone was just about to do something completely and utterly mad. (Or in Sheograth's case, the normal thing to do.)

He pointed at the moon, and yelled in a voice that would rival Luna's Cantelot voice for sheer power and volume "**CHEESE FOR EVERYONE!**"

Slowly the moon began to turn yellow before a sudden yellow tidal wave of cheese sauce swamped the moon, soaking into it and turning the formerly grey and rocky moon into a wonderland of cheese stacks, cheese string grass, Swiss cheese caves and cheese atronachs.

Pulling a decently sized chunk out of the ground, he sniffed it, decided it was edible, and became the first being in the multiverse to actually eat moon cheese.

"And back to the action after the break..." Sheogorath collapsed back into his deck chair, pleased to hear the end of the atmospheric buffering.

* * *

"He...

"He **what**?"

Nightwing shrunk back before the angry form of Princess Luna.

"He... He is missing in action."

"**What?**" Luna lowered her head to the Commander's eyes. "You will tell me everything that happened, Commander." Luna led Nightwing towards the other end of the platform, near Connor, where the two engaged in a staring match.

Connor backed away from the staring match. "Gotta go, secure my skooma and ale stash from the pink one.."

The Mane six stared at each other in confusion, except for Pinkie who suddenly perked up and charged off towards the library.

Connor facepalmed. "And save the world from death by energy." Connor reached into one of the many pockets on the rucksack he carried and pulled out a dark green bottle. "Here goes." He popped the cork out of the bottle of Skooma, drank it, and sprinted off at high speed in chase of Pinkie while the other Elements simply looked confused and began to either wander back to their homes, leaving Celestia, Cadence and Shining Armour standing on the bitterly cold platform.

"Me and Cadence should return to the Crystal Empire, check these Daedra haven't hijacked the emotional broadcasters. Permission to take the survivors of the Royal Guard present in the rearguard with me, give them time to recover?"

Celestia nodded. "Take all the wounded who cannot fight as well. The rest will remain here. I doubt these Daedra will strike the Crystal Empire, now they have a set target."

* * *

Shadowmere facehoofed. He should have known better than to use the Wabbaspear to teleport. "By Sithis! You were supposed to help, not get me killed, damned staff!" he yelled at the staff, but the words were lost in the fall. He had at best a few minutes, at worst one or two, to figure out what to do with the Wabbaspear to spare himself from being splattered into horse meat in the middle of town.

Fortunately, he had held onto the Wabbaspear during the dizzying teleportation- he wouldn't be doing that again, even if there was no risk of ending up as a bloody mess. The Princesses obviously had more practice at this sort of thing, although they probabaly didn't have a Staff of Madness to 'help' them.

Spinning so his head was pointing up rather than down, Shadowmere did the only thing you could do in a situation like this: start throwing magic around and hoping for the best. Unfortunately, when throwing magic around with the Wabbaspear, the worst is bound to happen.

He yelled "I regret nothing!" as he began throwing out red flares of magical light from the Wabbaspear.

* * *

Celestia watched in fascination and curiosity as the red flares of magic appeared in the sky and began to fall towards Ponyville. Twilight stood beside her, telescope extended. "What are they?" She whispered quietly to her mentor.

"I have no idea." The mentor and student continued to watch as the first of the flares came smashing into the ground.

What happened next was surprising.

A small, cupcake-like object was left at the heart of the flares crash site when Pinkie leaped over the two of them before leaping again, rugby-tackling the cupcake while yelling, predictably, "CUPCAKE!" at the top of her lungs.

Connor vaulted over Twilight, shoving her violently to the floor, chasing Pinkie, yelling "Give me my Sko- Hey, that's my Sweetroll!" before attempting to shove the pink bundle of pony from atop the Sweetroll.

As the other flares hit the ground, other things happened. Several were reflected back into the sky for unknown reasons, others did nothing. One covered the entire square in a mass of watermelons while another caused a flock of sheep to randomly appear in Sweet Apple Acres which began happily devouring every apple they could find.

Shadowmere looked down at the fast-approaching ground, hoping it was covered with some sort of padding, hopefully sweetrolls. By Sithis, he would even settle for soul tomatoes. But no.

Instead, he ended up with _watermelons_. At least it wasn't cheese, that would presumably come later. He smashed into the ground at terminal velocity, somehow avoiding breaking anything major (the bottom of his ribcage didn't count) and causing a explosion of watermelon juice of epic proportions.

He stood up from his 'entrance', covered in watermelon pieces, seeds and juice. He spotted Celestia, who looked unamused with a piece of watermelon slowly making its way down the middle of her face and her coat splattered with watermelon pips and juice. As for Twilight, she was wearing a watermelon helmet that covered her face down to her eyes.

He grinned, and said "Miss me?" with a massive troll face.

* * *

**Authors Note:**

I mentioned Shadowmere receiving help last chapter- I have no idea who the 'help' will be, but since Sheo is providing it, it can be anyone. If you have requests for any particular character from any game, film or whatever to be part of Shadowmere's help squad, comment it or PM me. There are only four slots open, and whoever gets the most votes is in the 'help squad'.


	13. Reunion

Celestia was not amused by Shadowmere's method of arrival in Ponyville. Although she liked watermelon juice, as expensive as it was to import from Gryphonya, having a piece of watermelon slowly trailing down her face, soaking her in cold watermelon juice, was most certainly _not_ a fitting look for the Princess of the Sun.

She turned to her faithful student, discovering she had faired better as at least she hadn't suddenly had a watermelon hat added to her head. Celestia burst out laughing when she saw Twilight's frown under the fruit helmet before she wiped away the watermelon from her own face.

"Next time, Spymaster, would you kindly not shower me and my faithful student with watermelon when you appear? As amusing as it may seem, royalty is supposed to be the pranker, not the pranked."

Shadowmere's slightly insane looking grin vanished. "This time, Princess, it actually wasn't my fault that my new weapon decided it was a inspired idea to teleport me several miles above where I was supposed to appear. Speaking of the Wabbaspear," Shadowmere looked over the field of watermelons "-where is it?" He noticed Pinkie and Connor engaged in a wrestling match over a Sweetroll and smiled. It was good Connor was still around, he would need him later.

Twilight threw her head back, tossing the watermelon helm off her juice-soaked head. "Rarity is going to have a fit at this..." she muttered to herself. "Where did all the watermelons come from, anyway?"

Shadowmere began kicking watermelons out of his path as he searched for the Wabbaspear. "That was me." He turned to his left, jumped over the still wrestling bundle of steel and pink hair that was Connor and Pinkie, before he proceeded to pick up the Wabbaspear.

"Or, more specifically, this. And now I'd cover your heads if I were you before..."

Celestia and Twilight looked up to find a mass of levitating cheese wheels held in a red glow above them. Shadowmere also noticed the flying cheese and facehoofed. "Something like that happens." he finished as the red glow vanished from the pile of cheese, dumping it on Celestia and Twilight's heads.

Shaking the cheese off her, Celestia stood back up with a disapproving expression on her face. "Where did you get that, and can you stop dumping random things on our heads?"

Twilight 's head popped out from under the large pile of cheese and was no doubt about to ask the same question of him when she heard her mentor ask them for her.

"This," Shadowmere span the Wabbaspear around in his hoof. "Is the Wabbaspear. It can cast any spell and can be used by anyone or anything. The only downside is the spell used- if its regular or 'unicorn' magic, something about the spell will be different so a different coloured glow, more or less magicka than usual used, etc. But if you use the staff's spell, random stuff happens. Like a rain of cheese or watermelons. As for where I got it, Sheo gave it to me. And it acts on its own initiative sometimes, as you have just seen. It really is rather annoying like that." Shadowmere gestured to them.

A very loud shout that sounded suspiciously like Luna to Shadowmere echoed over the darkened square. Celestia sighed loudly. "Luna was... Somewhat distraught when you failed to appear, and she seems to blame Nightwing for some reason. You aught to go save him her..." Celestia searched for the right word to describe her sister when she was angry."-_tirades_ can be rather brutal when you're on the receiving end of one. And is it just me, or are you a little... Off, today?"

Shadowmere shrugged. "Probabaly. Falling out of the sky like that will do something to your mind. I'll be back to normal by tomorrow, though. Or I hope."

Celestia nodded. "Now you really should go save Commander Nightwing's flank before Luna tears it off with her rant.."

Shadowmere grinned, hoisted his staff onto his back, and ran off towards the station as Luna's shouting began to increase in volume.

Twilight turned to her mentor. "He really is a bit strange sometimes, isn't he?"

Celestia laughed. "That he is my student, that he is. But he is still entertaining to have around."

A deep voice announced "Flawless Victory" as Connor heaved Pinkie off of the Sweetroll with a loud groan. He grinned, seeing his opponent in the battle for the Sweetroll lying on the floor before he got up to search for his prize.

After a few minutes of searching around the square, finding nothing, he returned to find a smug-looking pony sitting on the ground, sweetroll crumbs on the ground.

Connor's cry of despair could be heard throughout Equestria.

"**You should have chosen your words more carefully, Commander. He is not here, and yet thee insists he is not dead. Perhaps thou canst explain where Shadowmere is, then, Nightwing?"**

Nightwing gulped under Luna's steely gaze. The Lunar guard had learned to fear it during the time after their Princesses return, and Nightwing was now on the receiving end of it.

He would have much rather remained in Canterlot with those Daedra from wherever they came from than suffer one more berating from his commander-in-chief.

"Um... He's...He's... He's gone off to gather reinforcements!" Nightwing began to back up towards the platforms edge.

"**Is that so? Pray tell, when shall he return?"** Luna walked after him, maintaining her iron stare on him.

"He will come back..." Nightwing looked around, desperately searching for inspiration and to avoid that stare. "At some point."

"**Thou lyest, Commander.** Luna forced the panting Commander to the edge of the platform as she continued to advance.. **Our Spymaster, is dead, is he not? I will punish you for lying to me, Commander, so answer truthfully or face the wrath of thy Princess!**

"He's dead." Nightwing answered bluntly.

"I'm afraid you'll still have to punish him then, Princess." Shadowmere added to the conversation as he walked out of the gloom that was part of the early night. "Because, as you should be able to see, I am still perfectly alive and healthy. Although," Shadowmere looked back towards the square. "I hope you have a taste for watermelon and cheese. And Nightwing," Shadowmere turned to the Night Guard Commander. "Sorry for not saving your flank earlier."

**Authors Note:**

I don't know why, but I didn't like writing this chapter.


	14. Dreams

"Why didn't you get here sooner, and save my flank from the Princesses voice? She is rather loud as you may have noticed, and where in Tartarus have you been?" Nightwing was full of questions as he and Shadowmere wandered away from the train station out into the deserted streets of Ponyville, neither wanting to face Luna for several reasons.

"I went to get some..." Shadowmere wasn't sure whether Sheogorath would actually send someone helpful or whether he'd send the Adoring Fan or one of Tamriel's many other irritating people. "Help."

"And then where is this help of yours, and how did getting blasted in the flank by a firebolt let you get help?"

"Trade secret. Where are the other guards?"

Nightwing shrugged. "Camped out over at Sweet Apple Acres along with the evacuees. You should've seen Blueblood's face when Iron Wheel gave him a tent." The Night Guard and much larger black stallion let out a laugh at the same time before Shadowmere ended up rolling on the ground in a fit of coughing and Nightwing's eyes were watering.

"Did someone actually tell Blueblood to put up his own tent?"

Nightwing nodded. "We still need a place to sleep, and we're out of tents."

Shadowmere grinned. "Have you ever slept rough?"

Nightwing frowned. "Yes, and that was quite possibily the worst night of my life. Are you seriously suggesting..."

"Unless you want to go bother somepony in this town at..." Shadowmere looked up at the sky, he had become rather accurate finding the time since he had been outside for nearly all of his life. "Ten o'clock, asking if you could sleep in their house? I could ask Connor, but he's a Nord, and therefore he'll either be drunk, asleep or both."

"Good point..." Nightwing conceded defeat. "So where exactly are we going to sleep?"

Shadowmere looked around and soon spotted a oddly-clean alleyway. "In there."

Nightwing peered into the alleyway. It was, fortunately, empty of the usual rubbish that seems to group in alleyways the world over. However, it was not empty completely.

Instead, this was the alleyway that served as the Cakes delivery yard, and so it was filled with box upon box of pre-made cake mixture.

"Would now be a good time to mention that I hate cupcakes?" Nightwing whined, this day was just getting worse and worse for him.

"Nope."

"I'll get you back for this, Shadowmere." Nightwing shook a hoof at him.

"I'm looking forward to you trying. And this is a good place to be sleeping. Have you ever slept in a cave full of Giant Spiders?"

"We don't have things like that in Equestria, remember?"

"Well let me tell you one of my many war stories..."

"In Skyrim, just about everything that is a animal will try and kill you on sight. Some animals are cleverer than others, and lay ambushes. The Frostbite Spiders are one of the latter group, and often make their nests in the ceilings of caves. It's very hard to tell whether a cave is lived in by those damned eight-legged terrors, and more than one trade caravan has been killed by spending a night in a cave they thought was safe."

"Can we settle down? My wings are beginning to freeze off."

"Just let me finish. So I slept in one of these caves just after I'd galloped halfway from Winterhold to Dawnstar to avoid a bunch of Imperial Legionarries. I was tired, so I collapsed into sleep almost immediately. When I woke up, I found the largest Frostbite spider I'd ever seen, sitting on top of me because they can't see too well and I'd layed down on a cluster of its egg sacs. I had to wait a entire day, sitting under a Giant Spider while it fulfilled all it's usual functions and the like before I could escape."

"That's just nasty." Nightwing walked into the alleyway, and layed down on a pile of flour sacks. "Go claim your spot then."

Shadowmere examined the alley for a few seconds before he curled up on top of a stack of crates, opposite Nightwing. It wasn't that uncomfortable, he'd probabaly wake up with at least one splinter in his chest, but compared to the horror that was the bog of Morthal, this would be nothing.

He hoped he'd have a peaceful, dreamless sleep- fate, as usual, decided to prove him wrong.

Shadowmere found himself deifting in the Dream-Void; the formless place that dreams happen, and can be invaded by others or yourself if you could locate the dream you wished to invade.

"Ah, back again so soon? Have a seat... or not, I'm too lazy to give you one." Shadowmere groaned, the last thing he needed right now was Sheogorath deciding that his head would serve as a new playground.

"Why have you invaded my dreams, I need my sleep, Argus." Shadowmere mentally shot out into the dreamscape.''

"Is that any way to treat the messenger?"

"Actually, yes it is."

Sheogorath laughed. "I thought you forgot about that rude Dunmer Merchant we killed."

"I never forget anything, and I know that all too well."

"You really need to stop beating yourself up, and let some Madness into your life! You were fine earlier today! Anyway, would you like the good, bad, or the ugly news first?"

"Er..." Shadowmere looked around for inspiration, and there wasn't any in the empty endless plains of the dreamscape. "Ugly?" After all, what kind of news was ugly, unless it was the population of Chorrol?

"The ugly news is that Azura's finally discovered this little world, and she's rather intrested in Celestia and Luna and their concepts of 'raising the sun and moon'. It's not really raising, more kicking one to get the other to move, or at least that's how I do it in the Isles."

Shadowmere sighed. Azura was one of the more helpful Daedric Princes, yet even she was not always truely 'good'. "And the other news?"

"The good news is..." A loud ping, much like a doorbell, rang out through the Void.

Sheogorath's voice grew quieter, like he was talking to someone else.

"Shove off Luna, Shadowmere's dreams are mine... Just because you are a Princess doesn't give you the power to use _that_ voice, perhaps you would like to come back to your moon? It is mildly boring up here... No, don't even think about using those eyes, I've had two hundred years of pasting troll masks on people's faces to be even remotely swayed... Just get out."

"Sorry, just some minor interruption from this world's protector of dreams. Anyway the good news is half the help arrives tomorrow and I know where the portal focus is."

"Wha- Why does Dagon need a portal focus?"

"To keep the portal to Nirn open, you idiot!"

"Oh, sorry, just my head hurts a bit."

"The bad news is the portal focus... Or should that be focuses? Anyway, Dagon's got to have one on the side from which there isn't a gate structure for some strange reason, and so the portal's three focuses are now sprinkled across Nirn, in Divines know where. Good Day!"


End file.
